Tuesday, April 1, 2014

What About Amending UCC Article 2?

What? Amend UCC Article 2? You might think I am joking, as it is April Fool's Day. But, indeed, I am not. We've successfully amended UCC Article 9 a number of times in recent time. Why not UCC Article 2? Yes, the last attempt at this feat lasted a long time and ultimately failed. There are many reasons why the Article 2 Amendments failed, though. See Symposium on Revised Article 1 and Proposed Revised Article 2, 54 Southern Methodist Law Review 469 (2001). The fact remains that Article 2 is still cumbersome, disorganized and plain out difficult to follow. Might a smaller revision of the type used with Article 9 have success in an Article 2 revision?

As Professor Neil Cohen, Brooklyn Law, commented at the International Conference on Contracts KCON9, a code should be written in a comprehensive, systematic, and preemptive manner. Professor Cohen observed that Professor Linda Rusch's work on revising the remedies portion of Article 2 accomplished the goals of a good code and had much to commend them. Professor Larry Garvin (Ohio State) concurred with much of what was said, particularly with the clarity, simplicity and power of the language of the draft remedies provisions. Here's the video from the Plenary Session at KCON9.

So, despite this being April 1, perhaps sometime in the future when we all are sufficiently recovered from the trauma of having a failed Article 2 revision in the first place, we might consider moving toward a modest revision centered on some of the work that held a greater consensus. Remedies anyone?